CARTERS INC — Director's Dealing 2017

May 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2017-05-02

Reporting Person: Wilson Jill (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-02	Common Stock	S	2513	$92.1	Disposed	19602	Direct
2017-05-02	Common Stock	G	824	—	Acquired	18778	Direct
2017-05-02	Common Stock	M	1775	$28.44	Acquired	20553	Direct
2017-05-02	Common Stock	S	1775	$92.1062	Disposed	18778	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-02	Option (right to buy)	$28.44	M	1775	Disposed	2021-02-24	Common Stock (1775)	Direct

Footnotes

F1: The transaction reported in this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan.

F2: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $92.05 to $92.17, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F3: Some of these shares are restricted shares that are subject to either time-vesting or performance-based restrictions.

F4: The transaction reported involved a gift by the reporting person of shares of common stock to a charitable donor advised fund.

F5: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $92.05 to $92.16, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F6: These options are all exercisable.